CPIP - Capitec Bank Holdings Limited - Capitec Non-Redeemable, Non-Cumulative,

CPIP - Capitec Bank Holdings Limited - Capitec Non-Redeemable, Non-Cumulative,  
Non-Participating Preference Share ("PREFERENCE SHARE") Dividend Rate - Dividend
Withholding Tax                                                                 
CAPITEC BANK HOLDINGS LIMITED                                                   
(Incorporated in the Republic of South Africa)                                  
(Registration number 1999/025903/06)                                            
(JSE share code: CPIP ISIN: ZAE000083838)                                       
("Capitec" or "the company")                                                    
CAPITEC NON-REDEEMABLE, NON-CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARE      
("PREFERENCE SHARE") DIVIDEND RATE - DIVIDEND WITHHOLDING TAX                   
Holders of Capitec preference shares ("preference shareholders") are referred to
the terms and conditions of the preference shares which provide that the company
may adjust the dividend rate payable on preference shares to the extent that an 
amendment to the Income Tax Act results in the preference dividend becoming     
taxable in the hands of the preference shareholders together with an equal      
saving by the company as a result of such income tax legislative amendment.     
Preference shareholders are also referred to the announcement of the Minister of
Finance that dividend withholding tax ("DWT") would become effective on 1 April 
2012. In terms hereof, DWT amounting to 15% will be levied in the hands of      
shareholders while companies will no longer pay secondary tax on companies      
("STC") which, at the time of the announcement amounted to 10%.                 
The board of Capitec has resolved to increase the preference share dividend by  
11.11%. The preference share dividend rate will thus be increased to 83.33% of  
the prime rate compared to 75% currently. The increase was determined on the    
basis that the company passes the saving in STC on to preference shareholders to
the extent that shareholders receive at least the same preference share         
dividend, net after tax, as they would have received had DWT been implemented at
the expected rate of 10%.                                                       
With regard to the first preference dividend payable after the implementation of
the DWT, the increased rate will be applicable to the full dividend cycle from 1
March 2012 up to 31 August 2012.                                                
The terms of the preference shares must be amended to allow the above           
dispensation and a resolution to this extent will be submitted to preference    
shareholders at a meeting of preference shareholders scheduled for 1 June 2012  
("the preference share meeting").                                               
The preference share meeting will be held at 11:15 on Friday, 1 June 2012 in the
Reynolds Room, Manor House at the Conference Centre, Spier, R360, Stellenbosch. 
A formal notice convening this meeting has been distributed to preference       
shareholders on 2 May 2012 and is available at                                  
www.capitecbank.co.za/investor_relations/shareholder_centre/2012                
Annual_General_Meeting.                                                         
By order of the board                                                           
Stellenbosch                                                                    
28 May 2012                                                                     
Sponsor: PSG Capital (Pty) Limited                                              
Date: 28/05/2012 10:37:01 Supplied by www.sharenet.co.za                     
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